0001354488-10-003691 Sample Contracts

SCHEDULES
Purchase Agreement • November 24th, 2010 • ESP Resources, Inc. • Chemicals & allied products • Nevada

FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Five Million Dollars ($5,000,000) of the Corporation’s common stock; and

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ESP RESOURCES, INC.
Purchase Agreement/Amendment • November 24th, 2010 • ESP Resources, Inc. • Chemicals & allied products

This letter agreement (the “Agreement”) documents our understanding regarding amending that certain Purchase Agreement dated September 16, 2010 (the “Purchase Agreement”) between Lincoln Park Capital Fund, LLC and ESP Resources, Inc. (the “Company”). This Agreement hereby amends the Purchase Agreement by deleting the following from Section 11(a) of the Purchase Agreement:

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